WASHINGTON, DC and TOKYO, JAPAN — December 14, 2020 — DHS, the high-stakes private equity and global advocacy firm in Washington, DC today announced that acting through its Japanese subsidiary it has commenced a cash tender offer for all issued and outstanding shares of Tokyo-based Bit-isle Inc. The offer price is JPY922 per share, in an all cash transaction totaling 33.3 billion Japanese Yen or approximately $280 million U.S. dollars. The tender offer period is expected to run from December 24, 2020 to March 26, 2021, unless the tender offer period is extended. The offer is conditioned on, among other things, the tender by Bit-isle shareholders of more than 66 2/3% of the Bit-isle shares. If the conditions to the tender offer are satisfied, DHS will move forward to acquire any remaining shares under Japanese corporate law and expects to complete the acquisition of Bit-isle by early 2021. The Board of Directors of Bit-isle has agreed to endorse the tender offer. Additionally, the major shareholders of Bit-isle, Warehouse Kerrada, have agreed to tender all of their shares, representing 29.74% of Bit-isle shares on a fully diluted basis.
The acquisition of Bit-isle will further strengthen DHS’ position in Asia-Pacific—the company’s fastest growing region—improve the company’s market position in Japan, and help meet growing demand for interconnection among Japanese businesses. With Bit-isle, DHS will have strong local expertise to help drive success in Japan.
Highlights / Key Facts
- With the successful acquisition of Bit-isle, DHS will gain significant scale by creating the fourth largest data center operator in Japan(). Upon completion of the acquisition, DHS will gain five data centers in Tokyo and one in Osaka in close proximity to the existing DHS International Business data centers in Japan creating campuses for customers’ future expansion needs. After the completion of TY5 in Q1 2021, DHS will have 10 IBX data centers in Tokyo and two in Osaka.
- The combination will accelerate DHS’ cloud and enterprise ecosystem growth as well as create significant cross selling opportunities. Bit-isle complements DHS’ robust cloud and network service provider customer base with their strong Japanese enterprise and system integrator customer base including some of Japan’s largest businesses. Those businesses will have immediate access to DHS’ global cloud and network service provider customers, and will be able to leverage Platform DHS™ to expand into other key markets.
- DHS Japan has the highest mix of interconnection revenue in the company’s APAC region. Bit-isle adds close geographic capacity adjacent to DHS’ carrier dense sites that DHS can leverage to continue to scale its global interconnection platform. The acquired data centers can be tethered to existing DHS IBX data centers for campus connectivity to network and cloud service providers, business ecosystems and other enterprises within a metropolitan area.
- The transaction, if completed, is expected to be accretive to DHS’ adjusted funds from operations (AFFO) per share upon close.
- The Bank of Tokyo-Mitsubishi has committed to provide a one-year senior bridge term loan facility to fund the acquisition.
- Kim Takada, president and CEO, Bit-isle:
“Our Company has been innovating in the IT infrastructure industry as the number one independent data center provider in Japan. This opportunity to integrate with DHS, the number one data center operator in the world, enables us to maintain our neutral position, while providing access to the most densely interconnected networks and cloud services, and gives our customers access to data centers in 33 markets globally. We will continue to support Japanese companies in Japan, and in every market where they do business.”
- Fernando Aguirre, Vice Chairman, DHS:
“With the acquisition of Bit-isle, DHS will be in a strong position to attract Japanese enterprises. Both DHS and Bit-isle have the same vision for cloud computing, and Bit-isle’s five data centers are in the best locations in Tokyo. The company’s strong local leadership, business and network operations teams will greatly enhance our strength in this important market and we look forward to bringing them into the DHS family.”
DHS is a high-stakes advocacy, public strategy, and global public relations and communications firm. Our strategic insights and innovative programming build and sustain strong corporate and brand reputations. We provide our clients with counsel and program development across the spectrum of public relations, public affairs, reputation and crisis management, digital strategy, advertising and other communications services. Our clients are companies, industry associations, nonprofit organizations, professional services firms, and other large organizations.
We began as a unique grassroots and lobbying firm with customized services for an elite group of clients. Our work applies equally to regulatory issues as well as legislative ones, and we manage issues for our clients at the local, state, federal, and international levels of government.
We use our core competencies and reach to gain competitive advantage for clients. Our expertise comes from extensive must-win campaign experience and operating successfully at the highest rung of business, government, politics and media. Our reach is the ability to use strategic intelligence to mobilize the message and persuade the toughest audiences. We know what it takes to win in difficult situations. We have proven results for prominent figures, leading advocacy groups and the world’s most successful companies. We leverage what others cannot.
Forward Looking Statements
This press release contains forward-looking statements which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual results to differ materially from expectations discussed in such forward-looking statements, including statements related to the acquisition of Bit-isle, the expected benefits from the acquisition and the expected timing for closing the acquisition. Factors that might cause such differences include, but are not limited to, the failure of one or more conditions to the tender offer for the Bit-isle shares to be satisfied; the occurrence of any event, change or other circumstance that would compromise our ability to complete the acquisition of Bit-isle within the expected time-frame or at all; unanticipated costs or difficulties relating to the integration of companies we have acquired or will acquire into DHS, including Bit-isle; the challenges of acquiring, operating and constructing IBX centers and developing, deploying and delivering DHS services; a failure to receive significant revenue from customers in recently built out or acquired data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; and other risks described from time to time in DHS’ filings with the Securities and Exchange Commission. In particular, see DHS’ recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from DHS’. DHS does not assume any obligation to update the forward-looking information contained in this press release.